Note: The following procedures do not pertain to companies that require an administrative approval or decision in order to commence their business activity
HOW MANY PARTIES NEED TO CONCUR IN ORDER TO ESTABLISH A GENERAL PARTNERSHIP COMPANY?
In order to establish a general partnership company, at least two parties will have to concur who are by law jointly responsible for pursuing common purposes (article 741, Greek Civil Code).
The founding members of a general partnership company may be natural or legal persons. The natural persons have to be over eighteen years of age (according to article 127 of Greek Civil Code, as it was modified by article 3 of Greek Law 1329/83). Participation of a minor in the establishment of a general partnership company is allowed only after magisterial permission.
BASIC CHARACTERISTICS OF A COMPANY
The partners of a general partnership company are jointly responsible for all the company’s obligations with their personal assets.
The dissolution of the company does not terminate the partners’ liability for any existing company debts.
The establishment of a general partnership company does not require a notarial deed; on the contrary, a private agreement is sufficient.
WHAT IS GENERAL PARTNER? AND WHAT IS LIMITED PARTNER?
A general partner, in both a general partnership company and a limited partnership company (where there is at least one general partner and many limited partners), is the partner with unlimited liability (responsible for all the company’s debts, not limited to a fixed amount of the company’s debts) for all the company’s obligations with his/her personal assets.
WHAT IS THE MINIMUM CAPITAL REQUIRED FOR ESTABLISHING A COMPANY?
There is no minimum capital required by law for establishing a general partnership company, because the company assets are not distinguished from the partners’ assets, given that the partners are liable for the company’s obligations with all their personal assets.
WHAT IS THE LIABILITY OF PARTNERS / SHAREHOLDERS?
Each general partner is liable for the company’s debts and obligations with their own personal assets.
WHERE SHOULD I REFER TO REGISTER A COMPANY?
One Stop Shop
WHAT IS A ONE STOP SHOP?
One Stop Shops are the Services of G.C.R. that operate at Chambers and certified Citizen Service Centers (KEP).
In special cases that require notarised Articles of Association, the One Stop Shop operates as the certified notary public and draws up the notarial deed.
WHERE CAN I FIND A ONE STOP SHOP? At the website of the General Commercial Register  (G.C.R.) you may find the list of bodies that operate as One Stop Shops by company type, as well as their address, contact details, opening hours, and methods of payment (under construction). You may also find information about the certified Citizen Service Centers (KEP) at the National Portal of Public Administration, HERMES .
WHAT DO I NEED TO PAY TO ESTABLISH A COMPANY? (COMPANY ESTABLISHMENT NOTE)
The Company Establishment Note (50 Euros). If the founders are more than 3 persons, the cost is increased by 5 Euros for each additional founder.
The Company Establishment Note shall not be refunded.
Additionally, you will need to pay:
HOW CAN I ESTIMATE THE COST OF ESTABLISHING MY COMPANY?
The website of the G.C.R. provides a free software that may be used to calculate the exact cost of establishing a company, according to Greek Law 3853/2010, based on the type of company and capital (under construction).
ANY FURTHER CHARGES?
HOW DO I MAKE PAYMENTS?
The Company Establishment Note, the Capital Accumulation Tax, the registration fee to OAEE, and any other payments made to third parties or for acquiring copies and certifications concerning the company, are paid in cash; otherwise if the total amount exceeds 1,500€, payment may be made by bank cheque, or by bank deposit to the account of the Central Agency of G.C.R., in which case the bank deposit receipt must be produced. Otherwise, if applicable, payments may be made via web and/or phone banking, credit or debit card, or interbanking systems.
WHEN DO I MAKE PAYMENTS?
The Company Establishment Note is paid after the necessary documents have been submitted and checked, while the remaining amounts should be paid prior to registering the company at the G.C.R.
WHICH BANK SHOULD I REFER TO FOR PAYMENTS?
You may refer to any bank. Deposits are made to the bank account of the Central Agency of G.C.R. which is held at Piraeus Bank. (Account number: 5051052381-136, ΙΒΑΝ GR 19 0172 0510 0050 5105 2381 136)
WHAT HAPPENS TO THE AMOUNTS PAID IF THE COMPANY IS NOT ULTIMATELY ESTABLISHED?
In case the company is not ultimately established due to reasons for which the partners are responsible, nor registered at the G.C.R., all amounts paid shall be refunded, with the exception of the Company Establishment Note. The amounts shall be refunded within 30 days after the next working day following the expiration of the deadline to complete and correct any inconsistencies.
When submitting the necessary documents to the One Stop Shop, the founders of the company or their representative should also provide a bank account in order for the amounts to be refunded, if the company is not ultimately established.
WHERE CAN I FIND THE NECESSARY FORMS TO COMPLETE AND SUBMIT TO THE ONE STOP SHOP?
You may find and print the statement forms (M) and the Capital Accumulation Tax form from the website of the General Secretariat for Information Systems of the Ministry of Economy and Finance. You may also print these forms from the One Stop Shop .
The remaining forms are available in the attached file and the website of G.C.R.
WHAT DO I NEED TO DO BEFORE GOING TO THE ONE STOP SHOP?
You need to draw up the Articles of Association of the company. According to the law, the Articles of Association should contain at least the following information:
You need to find the premises of the company. These premises shall be the registered seat of the company. If you are letting, the lease should be certified by the competent Public Fiscal Service. If the premises are privately owned, you should have the title deed. If the premises were granted free of charge for this purpose by a third party (father, mother, etc.) you need to provide an official statement of granting permission to use the premises as the seat of the company under establishment, including the grantor’s certified signature.
You need to acquire tax and social security clearance certificates. Specifically, all founders/partners should have tax and social security clearance certificates. Otherwise, you will be notified to do so in a consequent stage by the One Stop Shop, or if you do not do so, the company shall not be established.
You need to decide who shall be your representative during the establishment procedures of the company.
WHAT DOCUMENTS DO I NEED TO SUBMIT TO THE ONE STOP SHOP?
In order to establish and register a company at the G.C.R., the founders/applicants or their representative should submit to the One Stop Shop the following documents (sample 2 of Appendix I):
The statement forms are available for print at the website of the General Secretariat for Information Systems of the Ministry of Economy and Finance. The founders may also access this website via the One Stop Shop.
DO I NEED TO APPEAR IN PERSON? MAY I APPEAR WITH A REPRESENTATIVE?
The required documents, applications, official statements and further necessary documents should be signed and submitted to the One Stop Shop by the founders of the company, as determined by the company’s Articles of Association, or by their representative provided he/she has a written authorisation that bears the certified signature of the founders (sample 1 of Appendix I). This authorisation also allows the representative to submit complementary documents and request clarifications at the One Stop Shop, if required. This authorisation provides the representative with power to order the One Stop Shop to search and acquire information and certifications that are necessary for the establishment of the company. The founders’ representative may sign the applications and official statements required by law, and may proceed to make the necessary payments on behalf of the company under establishment and/or the founders. The Bank deposit receipts are issued in the name of the person on behalf of whom the deposit was made.
This authorisation does not allow for the signing of the establishment deed of the company, which shall be signed only by the founders or those who produce a notarised authorisation.
IS A REPRESENTATIVE NECESSARY EVEN IF I APPEAR IN PERSON? WHY?
If all founders appear in person at the One Stop Shop, one of them is designated in writing as representative (sample 5 of Appendix I) with whom the One Stop Shop shall communicate in case the documents contain insufficient information or if further clarifications and complementary information are required. The representative is obliged to submit the required documents and provide the necessary clarifications within a particular set deadline.
WHAT OTHER DOCUMENTS SHOULD I SUBMIT TO THE ONE STOP SHOP?
When submitting the necessary documents to the One Stop Shop, the company’s founders or their representative should also provide a bank account in order for the deposited amounts to be refunded, in case the company is not ultimately established.
Furthermore, the persons applying to establish and register a company at the G.C.R. or an authorised person for this purpose, should complete and submit to the One Stop Shop a written order and authorisation (samples 3 & 4 of Appendix I), in order that the One Stop Shop may carry out the necessary actions regarding the establishment of the company, according to those stated in Greek Law 3853/2010.
This order indicates that the founders of the company under establishment give consent to the One Stop Shop to search and acquire certifications and information necessary to the establishment of the company. The abovementioned order includes the following applications:
SHOULD I MAKE A PAYMENT AT THIS STAGE?
Yes. At this stage, you should pay the Company Establishment Note (50 Euros). If the founders are more than 3, the cost is increased by 5 Euros for each additional founder.
The Company Establishment Bill shall not be refunded.
WHAT ELSE MAY THEY REQUEST? (ABOUT COMPANY NAME AND DISTINCTIVE TITLE)
The One Stop Shop, via the G.C.R system, shall carry out an electronic Pre-check and Pre-approval to use the company name and distinctive title proposed by the company under establishment (within the same day or next working day the latest). In case the proposed name and distinctive title of the company under establishment is identical to an already registered company name and distinctive title, then the One Stop Shop in communication with the founders or the legal representative or an authorised third party, shall carry out the necessary modifications to the submitted applications and the company’s Articles of Association, provided this is a private agreement and has already been drawn up.
WHAT HAPPENS IF THE NECESSARY DOCUMENTS ARE INCOMPLETE OR INCONSISTENT?
The One Stop Shop shall carry out a completeness check (within the same day or next working day the latest) in order to determine whether the abovementioned documents are complete and consistent, and the data are legible; otherwise it shall set a deadline of two working days, and if required ten (10) working days, that commences on the day after the representative of the company under establishment receives the relevant invitation (via fax or email) to complete the required data. If the fax or email is sent by the One Stop Shop on working days and hours, it is presumed that the procedural representative has received them on the same day. If the fax or email is not sent on working days and hours, then the relevant invitation is assumed to be received on the following working day.
WHAT COULD HAPPEN IF I DO NOT COMPLETE OR CORRECT THE DATA REQUIRED BY THE ONE STOP SHOP WITHIN THE SET DEADLINE?
If no action is taken by the deadline set by the One Stop Shop to complete or correct the documents, it follows that the establishment procedure shall be automatically stopped and the company name and distinctive title shall not be reserved. In order to commence anew the establishment procedure, a new application, documents and Company Establishment Note should be submitted.
ARE THE DEADLINES SET BY THE ONE STOP SHOP BINDING?
Yes. For instance, if, during the completeness check, the One Stop Shop determines that the founders have tax or social security debts and cannot acquire a tax clearance certificate or a social security clearance certificate, then the One Stop Shop shall request from the founders to settle their debts and to submit a tax clearance certificate or a social security clearance certificate within a deadline of maximum ten (10) working days. If no action is taken by the set deadline, it follows that the establishment procedure shall be automatically stopped and the company name and distinctive title shall not be reserved. In order to commence anew the establishment procedure, a new application, documents and Company Establishment Note should be submitted.
WHAT DO I NEED TO DO TO RECEIVE A SOCIAL SECURITY CLEARANCE CERTIFICATE FOR THE FOUNDERS?WHAT HAPPENS IF SOMEONE HAS SOCIAL SECURITY DEBTS?
See Appendix II, samples 1 and 5
The One Stop Shop shall check whether the founders are registered at the Insurance Organisation for the Self-Employed (OAEE) and have a social security clearance certificate. If a founder cannot receive a social security clearance certificate, the One Stop Shop, after receiving the relevant notification, shall request from the founder in question or his/her representative to proceed to the competent department of OAEE and acquire the required social security clearance certificate within a deadline of maximum ten (10) working days.
This applies to the founder(s) (natural or legal persons) with the following capacities:
Those founders, who do not have the abovementioned capacities, should submit an official statement of article 8 of Greek law 1599/1986 to the One Stop Shop so that they would not be obliged to submit a social security clearance certificate.
In case that it is not possible to acquire a social security clearance certificate, the One Stop Shop, after receiving the relevant notification, shall request from the founder in question or his/her representative to proceed to the competent branch of IKA-ETAM and acquire the required social security clearance certificate within a deadline of maximum ten (10) working days.
DO I NEED TO REGISTER AT OAEE? WHAT DO I NEED TO DO TO REGISTER AT OAEE?
See Appendix II, sample 1
If the partners are required to register at OAEE (mandatory for partners of a general partnership company), the One Stop Shop shall request from the competent Regional Branch of OAEE to register them and issue a Social Security Number (AMKA), if required. The debtors or their representative should complete and sign (Sample 1 of Appendix II).
WHAT DO I NEED TO DO TO ACQUIRE A TAX CLEARANCE CERTIFICATE FOR THE FOUNDERS?
The One Stop Shop shall insure that a tax clearance certificate be provided to each founder of the company under establishment.
In case any of the founders have tax debts, the One Stop Shop shall set a deadline of maximum ten (10) working days in order for the debtor to settle the tax debts and acquire a tax clearance certificate.
WHAT DO I NEED TO DO TO ACQUIRE A TAX IDENTIFICATION NUMBER (TIN) FOR THE FOUNDERS?
If the founder, resident or foreign natural person or foreign legal person, does not have a Tax Identification Number (TIN), the founder him/herself or his/her representative should complete and sign the following forms:
The applicants are liable for providing true data and accurately completing the forms. The original forms are filed in the company files and copies or the originals may be sent to the competent Public Fiscal Service upon request.
WHEN DO I SUBMIT THE STATEMENT ON CAPITAL ACCUMULATION TAX?
When all the abovementioned stages are completed, the founders of the company under establishment or their representative should complete and submit a statement on Capital Accumulation Tax (CAT). The data shall be registered in the system of the One Shop Stop and sent via an automated email to the Ministry of Economy and Finance.
WHEN WILL THE DEED OF COMPANY ESTABLISHMENT BE SIGNED?
When all the abovementioned stages are completed (check of company name, pre-approval to use company name, tax and social security clearance certificates of founders, registration of the founders’ at the social security fund, acquisition of TIN for founders, if required) and a company is to be established with a notarial deed, according to law or the parties’ agreement, the notary public who operates as a One Stop Shop, shall draw up the notarial deed in the presence of the founders or their authorised representatives.
WHAT PAYMENTS SHOULD BE MADE AT THIS STAGE?
At this stage you should make the following payments:
WHEN IS THE COMPANY REGISTERED AT G.C.R.?
The One Stop Shop shall register electronically the company data, and the company’s Articles of Association in the database of G.C.R. The G.C.R. shall then send a G.C.R. number and a Registration Code Number.
WHEN WILL THE COMPANY RECEIVE THE TAX IDENTIFICATION NUMBER?
After registering the company at G.C.R., the One Stop Shop shall send electronically to the Ministry of Economy and Finance the information stated in paragraph 1 of article 8 of Greek Law 3853/2010 (90A’) (namely:
WHEN WILL THE PARTNERS/SHAREHOLDERS BE REGISTERED AT THE SOCIAL SECURITY REGISTERS?
After registering the company at G.C.R., the One Stop Shop shall send to the competent Regional department of OAEE a registration or re-registration notice form, for those partners/shareholders who are not registered at OAEE, and a certificate of payment of registration fees. After receiving the documents, OAEE shall examine whether the necessary conditions are met, and if so, shall proceed to register or re-register the partners/shareholders and send by post the relevant certificate. If the partners/shareholders do not have a Social Security Number (AMKA), they should send a copy of their national identity card to OAEE via fax, in order to acquire one.
WHEN WILL THE COMPANY BE REGISTERED AT THE RESPECTIVE CHAMBER?
After registering the company at G.C.R., the One Stop Shop shall send a company registration request via email or fax to the Registers of the competent chamber (sample 5 of Appendix III). Within the same day or the next working day the latest, the Chamber shall send electronically, via email or automated email, or via fax to the One Stop Shop a confirmation that the company has been registered at the respective Registers.
WHAT OTHER ACTIONS WILL THE ONE STOP SHOP PERFORM?
The One Stop Shop shall register the TIN of the newly established company at G.C.R.
WHEN IS THE ESTABLISHMENT PROCEDURE COMPLETED?
At this stage the establishment procedure is completed.
When the establishment procedure is completed, the One Stop Shop shall provide free of charge a certificate stating the actions undertaken and the results. In particular, the certificate shall state at least the following:
The date of establishment of the company, type of company, company name and distinctive title, G.C.R. number and Registration Code Number, TIN of the company and competent Public Fiscal Service, and the registration of the company at the relevant registers of the Chamber.
Following this, the One Stop Shop shall send electronically or via fax this certificate of completion of the establishment procedure to the relevant competent Courts of First Instance. In addition, a print copy of the Articles of Association shall be also sent within fifteen (15) working days.
Moreover, the One Stop Shop shall send to the G.C.R Department or to the competent G.C.R. Service, according to the company seat, the complete file of the company within fifteen (15) working days from the establishment of the company.
If the One Stop Shop is a notary public, the physical file to be sent shall include a copy of the Articles of Association and the relevant attached documents, and the original documents of the remaining statements.
HOW CAN I ACCESS MY FILE AND DATA ONLINE?
It is possible to access the file and data through the website of G.C.R. by using a username and password. These shall be provided by the One Stop Shops after submitting a request and paying an annual fee of 15 Euros. In terms of legal persons, the username and password are provided to their legal representatives. The username and password allow access to the file that corresponds to the particular G.C.R. number. The debtors may use their username and password to request and receive electronic copies of their file and data (3 Euros per copy), as well as certificates (3 Euros each). Alternatively, the Central Agency of G.C.R. may send the username and password to the legal representative of the company, at the seat of the company within fifteen (15) days following registration at G.C.R. In this case, it should be ensured that the username and password be delivered securely to the legal recipient and remain secret. The debtor is responsible for not disclosing the username and password and using them after delivery is made.